What changed in this filing

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Item 1. Financial Statements

2022-11-14 compared with 2022-08-15 · 682 added, 475 removed, 636 unchanged (65% of the section changed)

2 unchanged sentences

thousands except number of shares and per share data - unaudited)

June 30, 2022

September 30, 2022

December 31, 2021

12 unchanged sentences

Senior Secured Convertible Notes - at fair value

Purchase consideration payable

Total current liabilities

Long-term liabilities

Operating lease liabilities, less current portion

Total long-term liabilities

Total liabilities

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Authorized, 20,000,000 shares;

Series B Convertible Preferred Stock, par value $ 0.001 , issued and outstanding 1,158,950 at June 30, 2022 and 1,113,919 shares at December 31, 2021

Series B Convertible Preferred Stock, par value $ 0.001 , issued and outstanding 1,182,101 at September 30, 2022 and 1,113,919 shares at December 31, 2021

Common stock, $ 0.001 par value.

Authorized, 250,000,000 shares;

87,023,211 and 86,367,845 shares outstanding as of June 30, 2022 and December 31, 2021, respectively

92,228,862 and 86,367,845 shares outstanding as of September 30, 2022 and December 31, 2021, respectively

Additional paid-in capital

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CONSOLIDATED STATEMENTS OF OPERATIONS

thousands except number of shares and per share amounts - unaudited)

Three Months Ended June 30,

Six Months Ended June 30,

Cost of revenue

Gross profit (loss)

thousands except number of shares and per share data - unaudited)

Three Months Ended

September 30,

Nine Months Ended

September 30,

Operating expenses:

Cost of revenue

Sales and marketing

General and administrative

Amortization of acquired intangible assets

Research and development

Total operating expenses

Loss from operations

Net loss from operations

Other income (expense):

Interest expense

Change in fair value - Senior Secured Convertible Note

Change in fair value - Senior Secured Convertible Notes and Senior Convertible Note

Loss on issue and offering costs - Senior Secured Convertible Note

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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (DEFICIT)

the THREE MONTHS ENDED June 30, 2022

the THREE MONTHS ENDED September 30, 2022

thousands except number of shares and per share data - unaudited)

Stockholders’ Equity (Deficit)

Series B Convertible Preferred Stock

Additional Paid-In

Non controlling

Balance - March 31, 2022

B Convertible Preferred Stock

Balance - June 30, 2022

$ ( 181,442 )

Dividends declared - Series B Convertible Preferred Stock

Vest - restricted stock awards

Exercise - stock options

Exercise - stock options of majority-owned subsidiary

Impact of subsidiary equity transactions

Stock-based compensation - PAVmed Inc.

Stock-based compensation - majority-owned subsidiary

Dividends declared - Series

B Convertible Preferred Stock

Conversions - Series B Convertible

Preferred Stock

Conversions - Senior Secured

Convertible Note

Exercise - stock options of

majority-owned subsidiary

Purchase - Employee Stock

Purchase Plan

Purchase - majority-owned

subsidiary common stock - Employee Stock Purchase Plan

Issuance - majority-owned

subsidiary common stock - Committed Equity Facility, net of deferred financing charges

Impact of subsidiary equity

Issuance - majority-owned

subsidiary common stock - Settlement APA-RDx - Installment Payment

Stock-based compensation -

majority-owned subsidiary

Treasury stock

Balance - June 30, 2022

Balance - September 30,

$ ( 207,638 )

accompanying notes to the unaudited condensed consolidated financial statements.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (DEFICIT)

the SIX MONTHS ENDED June 30, 2022

the NINE MONTHS ENDED September 30, 2022

thousands except number of shares and per share data - unaudited)

Stockholders’ Equity (Deficit)

Series B Convertible Preferred Stock

Additional Paid-In

Non controlling

B Convertible Preferred Stock

Balance - December 31, 2021

$ ( 138,910 )

Dividends declared - Series B Convertible Preferred Stock

Exercise - Series Z Warrants

Dividends declared - Series

B Convertible Preferred Stock

Conversions - Series B Convertible

Preferred Stock

Vest - restricted stock awards

Exercise - Series Z warrants

Conversions - Senior Secured

Convertible Note

Exercise - stock options

Exercise - stock options of majority-owned subsidiary

Purchase - Employee Stock Purchase Plan

Impact of subsidiary equity transactions

Stock-based compensation - PAVmed Inc.

Stock-based compensation - majority-owned subsidiary

Exercise - stock options of

majority-owned subsidiary

Purchase - Employee Stock

Purchase Plan

Purchase - majority-owned

subsidiary common stock - Employee Stock Purchase Plan

Issuance - majority-owned

subsidiary common stock - Committed Equity Facility, net of deferred financing charges

Impact of subsidiary equity

Issuance - majority-owned

subsidiary common stock - Settlement APA-RDx - Installment Payment

Stock-based compensation -

majority-owned subsidiary

Treasury stock

Balance - June 30, 2022

Balance - September 30,

$ ( 207,638 )

1 unchanged sentence

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (DEFICIT)

the THREE MONTHS ENDED June 30, 2021

the THREE MONTHS ENDED September 30, 2021

thousands, except number of shares and per share data - unaudited)

Stockholders’ Equity (Deficit)

Series B Convertible Preferred Stock

Additional Paid-In

Non controlling

Balance - March 31, 2021

B Convertible Preferred Stock

Balance - June 30, 2021

$ ( 109,325 )

Dividends declared - Series B Convertible Preferred Stock

Conversions - Series B Convertible Preferred Stock

Vest - restricted stock awards

Dividends declared - Series

B Convertible Preferred Stock

Conversions - Series B Convertible

Preferred Stock

Exercise - Series Z warrants

Exercise - Series W warrants

Exercise - stock options

Stock-based compensation - PAVmed Inc.

Stock-based compensation - majority-owned subsidiary

Investment in Veris Health Inc.

Balance - June 30, 2021

Purchase - Employee Stock

Purchase Plan

Stock-based compensation -

majority-owned subsidiary

Balance - September 30,

$ ( 121,625 )

1 unchanged sentence

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (DEFICIT)

the SIX MONTHS ENDED June 30, 2021

the NINE MONTHS ENDED September 30, 2021

thousands, except number of shares and per share data - unaudited)

Stockholders’ Equity (Deficit)

Series B Convertible Preferred Stock

Additional Paid-In

Non controlling

B Convertible Preferred Stock

Balance - December 31, 2020

$ ( 88,275 ) -

Issue common stock – registered offerings, net

Issue common stock upon partial conversions of Senior Secured Convertible Note

Issue common stock – exercise Series Z warrants

Issue common stock – conversion Series B Convertible Preferred Stock

Series B Convertible Preferred Stock dividends declared

Issue common stock - Employee Stock Purchase Plan

Exercise - stock options

Dividends declared - Series

B Convertible Preferred Stock

Conversions - Series B Convertible

Preferred Stock

Issue common stock –

registered offerings, net

Vest - restricted stock awards

Stock-based compensation - PAVmed Inc.

Stock-based compensation - majority-owned subsidiary

Investment in Veris Health Inc.

Balance - June 30, 2021

Exercise - Series Z warrants

Exercise - Series W warrants

Conversions - Senior Secured

Convertible Note

Exercise - stock options

Purchase - Employee Stock

Purchase Plan

Stock-based compensation -

majority-owned subsidiary

Investment in Veris Health

Balance - September 30,

$ ( 121,625 )

accompanying notes to the unaudited condensed consolidated financial statements.

1 unchanged sentence

thousands, except number of shares and per share data - unaudited)

Six Months Ended June 30,

Nine Months Ended September 30,

Cash flows from operating activities

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Payment – offering costs – registered offerings

Proceeds – issue of Senior Secured Convertible Note

Proceeds – issue of Senior Secured Convertible Note, net of offering costs

Payment – repayment of Senior Convertible Note and Senior Secured Convertible Note

Payment – Senior Convertible Note and Senior Secured Convertible Note – non-installment payments

Proceeds – majority-owned subsidiary common stock - Committed Equity Facility

Proceeds – exercise of Series Z warrants

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Proceeds – issue common stock – Employee Stock Purchase Plan

Proceeds – majority-owned subsidiary common stock – Employee Stock Purchase Plan

Proceeds – exercise of stock options issued under equity plan of majority owned subsidiary

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(“Lucid Diagnostics” or “LUCID”)

Veris Health Inc.

(“Veris Health” or “VERIS”), and Solys Diagnostics Inc.

(“Solys Diagnostics” or

and Veris Health Inc.

(“Veris Health” or “VERIS”).

Company is organized to advance a broad pipeline of innovative medical technologies from concept to commercialization, employing a business

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regulatory approval and commercialization, protecting its intellectual property, and building its corporate infrastructure and management

Company’s current operational activities are principally focused on the commercialization of EsoGuard and CarpX, while its development

activities are focused on pursuing FDA approval and clearance of other lead products in our product portfolio pipeline, including EsoGuard

IVD, PortIO, EsoCure and digital health technologies acquired by the Company’s majority-owned subsidiary Veris Health

Company’s current operational activities are principally focused on the commercialization of EsoGuard, CarpX and Veris Solar, while

its development activities are focused on pursuing FDA approval and clearance of other lead products in our product portfolio pipeline,

including EsoGuard IVD, PortIO, EsoCure and digital health technologies acquired by the Company’s majority-owned subsidiary Veris

ability of the Company to generate revenue depends upon the Company’s ability to successfully advance the commercialization of

EsoGuard and CarpX while also completing the development and the necessary regulatory approvals of its other products and services.

are no assurances, however, the Company will be able to obtain an adequate level of financial resources required for the long-term commercialization

and development of its products and services.

EsoGuard, CarpX, and Veris Solar while also completing the development and the necessary regulatory approvals of its other products and

There are no assurances, however, the Company will be able to obtain an adequate level of financial resources required for

the long-term commercialization and development of its products and services.

Company has financed its operations principally through public and private issuances of its common stock, preferred stock, common stock

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and meet its financial obligations as they become due for the one year period from the date of the issue of the Company’s unaudited

condensed consolidated financial statements, as included herein in this Quarterly Report on Form 10-Q for the period ended June 30, 2022.

condensed consolidated financial statements, as included herein in this Quarterly Report on Form 10-Q for the period ended September

2 — Summary of Significant Accounting Policies

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and majority-owned subsidiaries.

All significant intercompany transactions and balances have been eliminated in consolidation.

holds a majority-ownership interest and has controlling financial interest in each of:

Lucid Diagnostics Inc., Veris Health Inc., and

Solys Diagnostics Inc., with the corresponding noncontrolling interest included as a separate component of consolidated stockholders’

All intercompany transactions and balances have been eliminated in consolidation.

The Company holds

a majority-ownership interest and has controlling financial interest in each of:

Lucid Diagnostics Inc., Veris Health Inc., and Solys

Diagnostics Inc., with the corresponding noncontrolling interest included as a separate component of consolidated stockholders’

equity (deficit), including the recognition in the unaudited condensed consolidated statement of operations of a net loss attributable

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operations as a single operating segment for the purposes of assessing performance and making operating decisions.

As permitted under SEC rules, certain

footnotes or other financial information normally required by U.S.

GAAP have been condensed or omitted.

The balance sheet as of December

31, 2021 has been derived from audited consolidated financial statements at such date.

The accompanying unaudited condensed consolidated

financial statements have been prepared on the same basis as the Company’s annual consolidated financial statements, and in the

opinion of management, include all adjustments, consisting only of routine recurring adjustments, necessary for a fair presentation of

the Company’s unaudited condensed consolidated financial information.

2 — Summary of Significant Accounting Policies - continued

consolidated results of operations for the three and nine months ended September 30, 2022 are not necessarily indicative of the consolidated

results to be expected for the year ending December 31, 2022 or for any other interim period or for any other future periods.

The accompanying

unaudited condensed consolidated financial statements and related unaudited condensed consolidated financial information should be read

in conjunction with the PAVmed Inc and Subsidiaries audited consolidated financial statements and related notes thereto as of and for

the year ended December 31, 2021 included in the Company’s Annual Report on Form 10-K as filed with the SEC on April 6, 2022.

amounts in the accompanying unaudited condensed consolidated financial statements and these notes thereto are presented in thousands

of dollars, if not otherwise noted as being presented in millions of dollars, except for shares and per share amounts.

Reclassifications

Certain prior-year amounts

have been reclassified to conform to the current year presentation, which includes presenting costs of revenue within operating

expenses on the statements of operations, in the unaudited condensed consolidated financial statements and accompanying notes to the

unaudited condensed consolidated financial statements.

The impact of the reclassifications made to prior year amounts is not

material and did not affect net loss.

preparing the unaudited condensed consolidated financial statements in conformity with U.S.

GAAP, management is required to make estimates

and assumptions that affect the reported amounts of assets and the determination of corresponding

carrying value reserve, if any, and liabilities and the disclosure of contingent losses, as of the date of the consolidated financial

statements, as well as the reported amounts of revenue and expenses during the reporting period.

Significant estimates in these (unaudited)

condensed consolidated financial statements include those related to the estimated fair value of debt obligations, stock-based equity

awards, intangible assets, and common stock purchase warrants.

Other significant estimates include the estimated incremental borrowing

rate, the provision or benefit for income taxes and the corresponding valuation allowance on deferred tax assets.

Additionally, management’s

assessment of the Company’s ability to continue as a going concern involves the estimation of the amount and timing of future cash

inflows and outflows.

On an ongoing basis, the Company evaluates its estimates and assumptions.

The Company bases its estimates on historical

experience and on various other assumptions believed to be reasonable.

Due to inherent uncertainty involved in making estimates, actual

results reported in future periods may be affected by changes in these estimates.

2 — Summary of Significant Accounting Policies - continued

Accounting Policies - Continued

Company adopted FASB ASC Topic 842, Leases , (“ASC 842”) effective December 31, 2021, with such adoption not

having an effect on the Company’s consolidated financial statements.

and assumptions that affect the reported amounts of assets and the determination of corresponding carrying value reserve, if any, and

liabilities and the disclosure of contingent losses, as of the date of the consolidated financial statements, as well as the reported

amounts of revenue and expenses during the reporting period.

Significant estimates in these unaudited condensed consolidated financial

statements include those related to the estimated fair value of debt obligations, stock-based equity awards, intangible assets and common

stock purchase warrants.

Other significant estimates include the estimated incremental borrowing rate, the provision or benefit for income

taxes and the corresponding valuation allowance on deferred tax assets.

Additionally, management’s assessment of the Company’s

ability to continue as a going concern involves the estimation of the amount and timing of future cash inflows and outflows.

On an ongoing

basis, the Company evaluates its estimates and assumptions.

The Company bases its estimates on historical experience and on various other

assumptions believed to be reasonable.

Due to inherent uncertainty involved in making estimates, actual results reported in future periods

may be affected by changes in these estimates.

Company adopted FASB ASC Topic 842, Leases , (“ASC 842”) effective December 31, 2021.

significant lease agreements and contractual agreements with embedded lease agreements are accounted for under the provisions of ASC

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all the economic benefits from the use of the asset throughout the contractual period;

and provides for the right to direct the use

of the asset.

A lease agreement is accounted for as either a finance lease (generally with respect real estate) or an operating lease

(generally with respect to equipment).

Under both a finance lease and an operating lease, the Company recognizes as of the lease commencement

date a lease right-of-use (“ROU”) asset and a corresponding lease payment liability.

and provides for the right to direct the use of

A lease agreement is accounted for as either a finance lease (generally with respect real estate) or an operating lease (generally

with respect to equipment).

Under both a finance lease and an operating lease, the Company recognizes as of the lease commencement date

a lease right-of-use (“ROU”) asset and a corresponding lease payment liability.

lease ROU asset represents the Company’s right to use an underlying asset for the lease term, and the lease liability represents

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for improvements to leased property, when the improvements are lessee-owned.

Improvements to leased property that are lessor-owned,

For improvements to leased property that are lessor-owned,

the Company includes amounts the Company incurred for the improvements as ROU assets which are amortized on a straight-line basis over

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Additionally, the Company elected the practical expedient to not separate lease and non-lease components.

2 — Summary of Significant Accounting Policies and Recent Accounting Standards Updates - continued

Accounting Policies - Continued

2 — Summary of Significant Accounting Policies - continued

Value Option (“FVO”) Election

a Securities Purchase Agreement dated March 31, 2022, the Company issued a Senior Secured Convertible Note dated April 4, 2022, referred

to herein as the “April 2022 Senior Convertible Note” - which is accounted under the “fair value option election”

to herein as the “April 2022 Senior Convertible Note”, and a Senior Secured Convertible Note dated September 8, 2022, referred

to herein as the “September 2022 Senior Convertible Note”, which are accounted under the “fair value option election”

as discussed below.

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as a component of other comprehensive income (“OCI”) (for which there was no such adjustment with respect to the April 2022

Senior Convertible Note).

Senior Convertible Note or the September 2022 Senior Convertible Note).

Note 10, Financial Instruments Fair Value Measurements , with respect to the FVO election;

and Note 11, Debt , for a discussion

of the April 2022 Senior Convertible Note.

of the April 2022 Senior Convertible Note and the September 2022 Senior Convertible Note.

are recognized when the satisfaction of the performance obligation occurs, in an amount that reflects the consideration the Company expects

to collect in exchange for those services.

The Company’s revenue is primarily generated by its laboratory testing services utilizing

its EsoGuard Esophageal DNA tests.

The services are completed upon release of a patient’s test result to the ordering healthcare

Revenue recognized is inclusive of both variable consideration in connection with an individual patient’s third-party

insurance coverage policy and fixed consideration in connection with a contracted services arrangement with an unrelated third party legal

To determine revenue recognition for the arrangements that the Company determines are within the scope of ASC 606, Revenue

from Contracts with Customers, the Company performs the following five steps:

(1) identify the contract(s) with a customer, (2) identify

the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance

obligations in the contract and (5) recognize revenue when (or as) the entity satisfies a performance obligation.

key aspects considered by the Company include the following:

Contracts —The

Company’s customer is primarily the patient, but the Company does not enter into a formal reimbursement contract with a patient.

The Company establishes a contract with a patient in accordance with other customary business practices, which is the point in time an

order is received from a provider and a patient specimen has been returned to the laboratory for testing.

Payment terms are a function

of a patient’s existing insurance benefits, including the impact of coverage decisions with Center for Medicare & Medicaid

Services (“CMS”) and applicable reimbursement contracts established between the Company and payers.

However, when a patient

is considered self-pay, the Company requires payment from the patient prior to the commencement of the Company’s performance obligations.

The Company’s consideration can be deemed variable or fixed depending on the structure of specific payer contracts, and the Company

considers collection of such consideration to be probable to the extent that it is unconstrained.

obligations —A performance obligation is a promise in a contract to transfer a distinct good or service (or a bundle of goods

or services) to the customer.

The Company’s contracts have a single performance obligation, which is satisfied upon rendering of

services, which culminates in the release of a patient’s test result to the ordering healthcare provider.

The Company elects the

practical expedient related to the disclosure of unsatisfied performance obligations, as the duration of time between providing testing

supplies, the receipt of a sample, and the release of a test result to the ordering healthcare provider is far less than one year.

Note 2 — Summary of Significant Accounting

Policies - continued

price —The transaction price is the amount of consideration that the Company expects to collect in exchange for transferring

promised goods or services to a customer, excluding amounts collected on behalf of third parties (for example, some sales taxes).

consideration expected to be collected from a contract with a customer may include fixed amounts, variable amounts, or both.

consideration derived from the contracts is deemed to be variable, the Company estimates the amount of consideration to which it will be entitled

in exchange for the promised goods or services.

The Company limits the amount of variable consideration included in the transaction price to the unconstrained

portion of such consideration.

In other words, the Company recognizes revenue up to the amount of variable consideration that is not

subject to a significant reversal until additional information is obtained or the uncertainty associated with the additional

payments or refunds is subsequently resolved.

the Company does not have significant historical experience or that experience has limited predictive value, the constraint over estimates

of variable consideration may result in no revenue being recognized upon delivery of patient EsoGuard test results to the ordering healthcare provider.

As such, the Company recognizes revenue up to the amount of variable consideration not subject to a significant

reversal until additional information is obtained or the uncertainty associated with additional payments or refunds, if any, is subsequently

Differences between original estimates and subsequent revisions, including final settlements, represent changes in estimated

expected variable consideration, with the change in estimate recognized in the period of such revised estimate.

With respect to a contracted

service arrangement, the fixed consideration revenue is recognized on an as-billed basis upon delivery of the laboratory test report with

realization of such fixed consideration deemed probable based upon actual historical experience.

transaction price —The transaction price is allocated entirely to the performance obligation contained within the contract with

a customer on the basis of the relative standalone selling prices of each distinct good or service.

Expedients —The Company does not adjust the transaction price for the effects of a significant financing component, as at contract

inception, the Company expects the collection cycle to be one year or less.

3 — Revenue from Contracts with Customers

is recognized when the satisfaction of the performance obligation occurs, which is when the delivery of product and /or the provision

of service is rendered, and is measured as the amount of estimated consideration expected to be realized.

In the period ended June 30,

2022, the Company recognized revenue under the EsoGuard Commercialization Agreement, dated August 1, 2021, as discussed below.

Commercialization Agreement

The Company, through its majority-owned

subsidiary, Lucid Diagnostics Inc., entered into the EsoGuard Commercialization Agreement, dated August 1, 2021, with its Commercial Laboratory

Improvements Act (“CLIA”) certified commercial laboratory service provider, ResearchDx Inc.

(“RDx”), an unrelated

The EsoGuard Commercialization Agreement was on a month-to-month basis, and was terminated on February 25, 2022 upon the

execution of an asset purchase agreement (“APA”) dated February 25, 2022, between LucidDx Labs Inc.

(a wholly-owned subsidiary

of Lucid Diagnostics Inc.) and RDx, with such agreement further discussed in Note 5, Asset Purchase Agreement and Management Services

the six months ended June 30, 2022, the Company recognized total revenue of $ 189 , under the EsoGuard Commercialization Agreement, which

represents the minimum fixed monthly fee of $ 100 for the period January 1, 2022 to the February 25, 2022 termination date as discussed

above, The monthly fee was deemed to be collectible for such period as RDx has timely paid the applicable respective monthly fee.

cost of revenue recognized with respect to the revenue recognized under the EsoGuard Commercialization Agreement for the period January

1, 2022 to February 25, 2022 totaled $ 369 , inclusive of employee related costs of personnel engaged in the delivery of the administration

to patients of the EsoCheck cell sample collection procedure, EsoCheck devices and EsoGuard mailers (cell sample shipping costs) distributed

to medical practitioners’ locations and the Lucid Test Centers;

Lucid Test Centers operating expenses, including rent expense and

and royalty fees incurred under the Amended CWRU License Agreement.

Company, through its majority-owned subsidiary, Lucid Diagnostics Inc., entered into the EsoGuard Commercialization Agreement, dated

August 1, 2021, with its former commercial laboratory service provider,

ResearchDx Inc.

(“RDx”), an unrelated third-party.

The EsoGuard Commercialization Agreement was on a month-to-month basis,

and was terminated on February 25, 2022 upon the execution of an asset purchase agreement (“APA”) dated February 25, 2022,

between LucidDx Labs Inc.

(a wholly-owned subsidiary of Lucid Diagnostics Inc.) and RDx, with such agreement further discussed in Note

5 , Asset Purchase Agreement and Management Services Agreement.

the three months and nine months ended September 30, 2022, the Company recognized total revenue of $ 76 and $ 265 , respectively.

three month period ended September 30, 2022, the Company recognized revenue resulting from the delivery of patient EsoGuard test results

Revenue recognized from customer contracts deemed to include a variable consideration transaction price is limited

to the unconstrained portion of the variable consideration as the Company did not estimate expected variable consideration given the lack

of historical experience and objective reliable actual reimbursement data.

In addition to the revenue recognized during the three month

period ended September 30, 2022, the Company’s revenue for the nine month period ended September 30, 2022 includes $ 189 of revenue

recognized under the EsoGuard Commercialization Agreement, which represented the minimum fixed monthly fee of $ 100 for the period January

1, 2022 to the February 25, 2022 termination date as discussed above.

The monthly fee was deemed to be collectible for such period as

RDx has timely paid the applicable respective monthly fee.

In the three and nine months ended September 30, 2021, the Company recognized

total revenue of $ 200 and $ 200 , respectively, under the EsoGuard Commercialization Agreement.

cost of revenues principally includes the costs related to the Company’s laboratory operations (excluding estimated costs associated with research activities), the costs

related to the EsoCheck cell collection device, cell sample mailing kits and license royalties.

the three months ended September 30, 2022, the cost of revenue was $ 1,626

and was primarily related to costs for our laboratory operations and EsoCheck device supplies.

For the nine months ended September

30, 2022, the cost of revenue was $ 1,996 ,

including $ 369

reflecting costs attributable to delivering the services under the EsoGuard Commercialization Agreement for the period January 1,

2022 to February 25, 2022 .

In the three and nine months ended September 30, 2021, the cost of revenue was $ 144 and $ 144 , respectively, which

solely related to the EsoGuard Commercialization Agreement.

4 — Related Party Transactions

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Western Reserve University (“CWRU”) and each of the three physician inventors (“Physician Inventors”) of the

intellectual property licensed under the amended and restated patent license agreement with CWRU, dated August 23, 2021 (the

“Amended CWRU License Agreement”), each hold a minority equity ownership interest in Lucid Diagnostics Inc.

incurred with respect to the Amended CWRU License Agreement and the three Physician Inventors, as classified in the accompanying

consolidated statement of operations for the periods indicated are summarized as follows:

intellectual property licensed under the amended and restated patent license agreement with CWRU, dated August 23, 2021 (the “Amended

CWRU License Agreement”), each hold a minority equity ownership interest in Lucid Diagnostics Inc.

The expenses incurred with respect

to the Amended CWRU License Agreement and the three Physician Inventors, as classified in the accompanying consolidated statement of

operations for the periods indicated are summarized as follows:

Schedule of Incurred Expenses of Minority Shareholders

Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

Cost of Revenue

CWRU – Royalty Fee

Cost of Revenue

General and Administrative Expense

CWRU – License Agreement - Amendment Fee - Milestone III

Stock-based compensation expense – Physician Inventors’ restricted stock awards

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recognized general and administrative expense

of $ 8 and $ 14 in the three and six months ended June 30, 2021 in connection with the consulting agreement.

of $ 8 and $ 21 in the three and nine months ended September 30, 2021 in connection with the consulting agreement.

June 2021, Veris Health Inc.

entered into a consulting agreement with Andrew Thoreson, M.D.

which provides for compensation on a contractual rate per hour for consulting services provided.

Thoreson holds a partial ownership interest in the legal entity which holds a minority interest in Veris Health

which provides for compensation on a contractual

rate per hour for consulting services provided.

Thoreson holds a partial ownership interest in the legal entity which holds a minority

interest in Veris Health Inc.

Veris Health Inc.

general and administrative expense of $ 13

in the three and six months ended June 30, 2022 in connection with the consulting agreement.

recognized general and administrative expense of $ 8 and $ 45 in the three and nine months

ended September 30, 2022 in connection with the consulting agreement.

5 — Asset Purchase Agreement and Management Services Agreement

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next generation sequencing (“NGS”) and specimen storage.

Prior to February 25, 2022, RDx provided such laboratory

services at its owned CLIA-certified, CAP-accredited clinical laboratory.

The total purchase price consideration payable under the APA-RDx is a face

value of $ 3,200 comprised of three contractually specified periodic payments.

The APA-RDx is being accounted for as an asset acquisition,

with the recognition of an intangible asset of approximately $ 3,200 , which is included in “Intangible assets, net” on the

accompanying unaudited condensed consolidated balance sheet, as further discussed in Note 8, Intangible Assets, net .

and six months ended June 30, 2022, a total of $ 2,200 of cash was paid with respect to the periodic payments.

Subsequent to June 30, 2022,

in July 2022, $ 1,000 of cash was paid with respect to the remaining unpaid balance of the periodic payments.

Prior to February 25, 2022, RDx provided such laboratory services

at its owned CLIA-certified, CAP-accredited clinical laboratory.

total purchase price consideration payable under the APA-RDx is a face value of $ 3,200 comprised of three contractually specified periodic

The APA-RDx is being accounted for as an asset acquisition, with the recognition of an intangible asset of approximately $ 3,200 ,

which is included in “Intangible assets, net” on the accompanying unaudited condensed consolidated balance sheet, as further

discussed in Note 8, Intangible Assets, net.

In the three and nine months ended September 30, 2022, a total of $ 1,000 and $ 3,200 ,

respectively, of cash was paid with respect to the periodic payments.

Additionally,

the APA-RDx requires the Company to pay a total of $ 3,000 to be paid as twelve (12) equal installment payments commencing May 25, 2022

and then on each three month anniversary thereof, inclusive of a final installment payment on February 25, 2025, with such installment payments recognized as current period expense as

In the three and six

months ended June 30, 2022, as provided for in the APA-RDx, an installment payment was settled by the issue of 117,371 shares of common

stock of Lucid Diagnostics Inc., with such shares having a fair value of $ 239 (with the fair value measured as the quoted closing price

on the date the shares were issued), which was recognized as a current period expense included in general and administrative expenses

in the accompanying unaudited condensed consolidated statement of operations.

and then on each three month anniversary thereof, inclusive of a final installment payment on February 25, 2025, with such installment

payments recognized as current period expense as incurred.

In the three and nine months ended September 30, 2022, as provided for in

the APA-RDx, installment payments were settled with the issuances of 82,618 and 199,989 shares of common stock of Lucid Diagnostics Inc.,

with such shares having fair values of $ 188 and $ 427 , respectively, (with the fair value measured as the quoted closing price on the

dates the shares were issued), which was recognized as a current period expense included in general and administrative expenses in the

accompanying unaudited condensed consolidated statement of operations.

APA-RDx provides for each of an acceleration and a cancellation of the remaining unpaid installment payments, summarized as follows:

The payment of the remaining unpaid installment payments will be accelerated as immediately due and payable as of the date the “MSA-RDx” (as such agreement is discussed below) is either terminated by LucidDx Labs Inc.

or if it is terminated by mutual agreement between LucidDx Labs Inc.

The payment of the remaining unpaid installment payments will be cancelled if the MSA-RDx is terminated by LucidDx Labs Inc.

for cause, defined as the occurrence of any one of:

payment of the remaining unpaid installment payments will be accelerated as immediately due and payable as of the date the “MSA-RDx”

(as such agreement is discussed below) is either terminated by LucidDx Labs Inc.

without cause or if it is terminated by mutual agreement

between LucidDx Labs Inc.

payment of the remaining unpaid installment payments will be cancelled if the MSA-RDx is terminated by LucidDx Labs Inc.

defined as the occurrence of any one of:

(i) a material breach by RDx which is not cured within thirty days of LucidDx Labs Inc.

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(ii) RDx becomes insolvent and /or bankrupt;

or (ii) RDx fails to comply with applicable statutes, is barred from participating in federal health care programs, or by action of changes in law or regulation, or by action of judicial interpretation of law, or by judicial civil proceedings decisions.

or (ii) RDx fails to comply with applicable statutes, is barred from

participating in federal health care programs, or by action of changes in law or regulation, or by action of judicial interpretation

of law, or by judicial civil proceedings decisions.

Services Agreement - Research Dx Inc

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with such agreement having a term of three years commencing on the agreement’s effective date, and an initial fee of $ 150 per quarter.

The MSA-RDx provides for the cancellation of the remaining unpaid installment payments upon termination

of the MSA-RDx for any reason or no reason by either party thereto.

The MSA-RDx provides for the cancellation of the remaining unpaid installment payments upon termination of the MSA-RDx for any reason

or no reason by either party thereto.

6 — Prepaid Expenses, Deposits, and Other Current Assets

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Schedule of Prepaid Expenses and Other Current Assets

June 30, 2022

September 30, 2022

December 31, 2021

5 unchanged sentences

Total prepaid expenses, deposits and other current assets

the six months ended June 30, 2022, the Company entered into additional lease agreements that have commenced and are classified as operating

leases and short-term leases, including for each of:

the nine months ended September 30, 2022, the Company entered into additional lease agreements that have commenced and are classified

as operating leases and short-term leases, including for each of:

a research and development facility;

a commercial clinical laboratory;

Lucid Test Centers;

additional Lucid Test Centers;

and for office space.

Company’s future lease payments as of June 30, 2022, which are presented as operating lease liabilities, current portion and

Company’s future lease payments as of September 30, 2022, which are presented as operating lease liabilities, current portion and

operating lease liabilities, less current portion on the Company’s unaudited condensed consolidated balance sheets are as follows:

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Present value of lease liabilities

Supplemental disclosure of cash flow information related to the Company’s cash and non-cash activities with

its leases are as follows:

of Supplemental Balance Sheet Information Related to Cash and Non-cash Activities with Leases

Six Months Ended June 30,

disclosure of cash flow information related to the Company’s cash and non-cash activities with its leases are as follows:

Schedule of Supplemental Balance Sheet Information Related to Cash and Non-cash Activities with Leases

Nine Months Ended September 30,

Cash paid for amounts included in the measurement of lease liabilities

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Weighted-average discount rate - operating leases

of June 30, 2022, the Company’s right-of-use assets from operating leases are $ 3,205 , which are reporting in right-of-use assets

- operating leases in the unaudited condensed consolidated balance sheets.

As of June 30, 2022, the Company has outstanding operating

lease obligations of $ 3,126 , of which $ 943 is reported in operating lease liabilities, current portion and $ 2,183 is reporting in operating

lease liabilities less current portion in the Company’s unaudited condensed consolidated balance sheets.

The Company did not have

operating leases as of December 31, 2021.

The Company calculates its incremental borrowing rates for specific lease terms, used to discount

future lease payments, as a function of the financing terms the Company would likely receive on the open market.

of September 30, 2022, the Company’s right-of-use assets from operating leases are $ 3,079 , which are reporting in right-of-use

assets - operating leases in the unaudited condensed consolidated balance sheets.

As of September 30, 2022, the Company has outstanding

operating lease obligations of $ 3,025 , of which $ 1,027 is reported in operating lease liabilities, current portion and $ 1,998 is reporting

in operating lease liabilities less current portion in the Company’s unaudited condensed consolidated balance sheets.

did not have operating leases as of December 31, 2021.

The Company calculates its incremental borrowing rates for specific lease terms,

used to discount future lease payments, as a function of the financing terms the Company would likely receive on the open market.

Note 7 — Leases - continued

In September 2022,

the Company entered into a lease agreement for its principal

corporate offices, in New York, New York.

The lease agreement term is from the September 15, 2022 execution date to the date which is

seven years and eight months from the lease commencement date, with the rent abated for the first eight months of the lease term .

anticipated lease commencement date is dependent upon the completion of leasehold improvements, which, as of September 30, 2022, is currently

expected to be no later than March 31, 2023.

The aggregate (undiscounted) rent payments are approximately $ 3.2

million over the lease term.

8 — Intangible Assets, net

assets, less accumulated amortization, consisted of the following as of:

of Intangible Assets Accumulated Amortization

June 30, 2022

Schedule of Intangible Assets Accumulated Amortization

Estimated Useful Life

September 30, 2022

December 31, 2021

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Intangible Assets, net

defensive technology intangible asset was recognized by PAVmed Subsidiary Corp upon its acquisition of CapNostics, LLC, an unrelated

third-party, for total purchase consideration paid on the October 5, 2021 acquisition date of approximately $ 2.1

million in cash.

The CapNostics LLC transaction

was accounted for as an asset acquisition, resulting in the recognition of the defensive technology intangible asset.

defensive technology intangible asset was recognized upon its acquisition of CapNostics, LLC, an unrelated third-party, for total purchase

consideration paid on the October 5, 2021 acquisition date of approximately $ 2.1 million in cash.

The CapNostics LLC transaction was

accounted for as an asset acquisition, resulting in the recognition of the defensive technology intangible asset.

The defensive technology

intangible asset is being amortized on a straight-line basis over an expected useful life 60

months commencing on the acquisition date.

As noted in Note 5, Asset

Purchase Agreement and Management Services Agreement , the asset purchase agreement between the Company and ResearchDx Inc.

is being accounted as asset acquisition.

The intangible assets recognized under the APA-RDx are the laboratory licenses and certifications,

inclusive of inclusive of a CLIA certification, CAP accreditation, and clinical laboratory licenses for five (5) U.S.

States transfer

to the Company from RDx, and a laboratory information management software (“LIMSDx”) perpetual-use royalty-free license granted

under the APA-RDx, with such intangible asset having a useful life of twenty-four months commencing on the APA-RDx February 25, 2022 transaction

expense of the intangible assets discussed above was $ 650 and $ 6 for the three month periods ended June 30, 2022 and 2021,

respectively, and $ 773

for the six month periods ended June 30, 2022 and 2021, respectively, and is included in general and administrative expenses in the

accompanying unaudited condensed consolidated statements of operations.

As of June 30, 2022, the estimated future amortization

expense associated with the Company’s identified finite-lived intangible assets for each of the five succeeding fiscal years is as

of Estimated Amortization Expense for Intangible Assets

intangible asset is being amortized on a straight-line basis over an expected useful life 60 months commencing on the acquisition date.

intangible assets recognized under the APA-RDx are the laboratory licenses and certifications, inclusive of a CLIA certification, CAP

accreditation, and clinical laboratory licenses for five (5) U.S.

States transfer to the Company from RDx, and a laboratory information

management software perpetual-use royalty-free license granted under the APA-RDx, with such intangible asset having a useful life of

twenty-four months commencing on the APA-RDx February 25, 2022 transaction date.

expense of the intangible assets discussed above was $ 505 and $ 17 for the three month periods ended September 30, 2022 and 2021, respectively,

and $ 1,278 and $ 23 for the nine month periods ended September 30, 2022 and 2021, respectively, and is included in general and administrative

expenses in the accompanying unaudited condensed consolidated statements of operations.

As of September 30, 2022, the estimated future

amortization expense associated with the Company’s finite-lived intangible assets for each of the five succeeding fiscal years

is as follows:

Schedule of Estimated Amortization Expense for Intangible Assets

2022 (remainder of year)

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November 2, 2020, a stockholder of the Company, on behalf of himself and other similarly situated stockholders, filed a complaint in

the Delaware Court of Chancery alleging broker non-votes were not properly counted in accordance with the Company’s bylaws at the

Company’s Annual Meeting of Stockholders on July 24, 2020, and, as a result, asserted certain matters deemed to have been approved

were not so approved (including matters relating to the increase in the size of the PAVmed Inc.

2014 Long-Term Incentive Equity Plan

and the PAVmed Inc.

the Delaware Court of Chancery alleging broker non-votes were not properly counted in accordance with the Company’s bylaws at

the Company’s Annual Meeting of Stockholders on July 24, 2020, and, as a result, asserted certain matters deemed to have been

approved were not so approved (including matters relating to the increase in the size of the PAVmed Inc.

2014 Long-Term Incentive

Equity Plan and the PAVmed Inc.

Employee Stock Purchase Plan).

The relief sought under the complaint includes certain corrective actions by the Company,

but did not seek any specific monetary damages.

The Company did not believe it was clear the prior approval of these matters was invalid

or otherwise ineffective.

However, to avoid any uncertainty and the expense of further litigation, on January 5, 2021, the Company’s

board of directors determined it would be advisable and in the best interests of the Company and its stockholders to re-submit these

proposals to the Company’s stockholders for ratification and/or approval.

In this regard, the Company held a special meeting of

stockholders on March 4, 2021, at which such matters were ratified and approved.

The parties have reached agreement on a proposed Settlement

Term Sheet Agreement, dated January 28, 2021, to settle the complaint, the terms of which do not contemplate payment of monetary damages

to the putative class in the proceeding.

In connection with the foregoing, on August 3, 2022, the parties agreed that plaintiff’s

counsel would not seek an award from the Court in excess of $ 450 , to be paid by the Company, upon Court approval, as compensation for

the benefits conferred by the settlement, and the Company would not object to an award of up to such maximum amount.

Such agreement was

approved by the Company’s board of directors as of August 5, 2022.The settlement of the complaint and plaintiff’s counsel’s

fee award is subject-to the approval of the Court.

The settlement hearing before the Court is scheduled for November 3, 2022.

The relief sought under the complaint included certain corrective

actions by the Company, but did not seek any specific monetary damages.

The Company did not believe it was clear the prior approval

of these matters was invalid or otherwise ineffective.

However, to avoid any uncertainty and the expense of further litigation, on

January 5, 2021, the Company’s board of directors determined it would be advisable and in the best interests of the Company

and its stockholders to re-submit these proposals to the Company’s stockholders for ratification and/or approval.

regard, the Company held a special meeting of stockholders on March 4, 2021, at which such matters were ratified and approved.

parties reached agreement on a Settlement Term Sheet Agreement, dated January 28, 2021, to settle the complaint, the

terms of which did not contemplate payment of monetary damages to the putative class in the proceeding.

In connection with the

foregoing, on August 3, 2022, the parties agreed that plaintiff’s counsel would not seek an award from the Court in excess of

$ 450 , to be paid by

the Company, upon Court approval, as compensation for the benefits conferred by the settlement, and the Company would not object to

an award of up to such maximum amount.

The settlement and a plaintiff’s fee award of $ 450

were approved by the Court on November 3, 2022.

Such award shall become payable within 10 days of December 2, 2022, assuming no

appeal is filed prior to such date.

As of September 30, 2022, the Company has fully accrued for this settlement, which is included

in accrued expenses and other current liabilities on the Company’s unaudited condensed consolidated balance sheets.

Investments, Inc.

/ Benchmark Investments LLC

On December 23, 2020, Benchmark

Investments, Inc.

December 23, 2020, Benchmark Investments, Inc.

filed a complaint against the Company in the U.S.

District Court of the Southern District of New York alleging the registered

direct offerings of shares of common stock of the Company completed in December 2020 were in violation of provisions set forth in an engagement

letter between the Company and Kingswood Capital Markets, a “division” of Benchmark Investments, Inc.

On December 16, 2021,

the court granted PAVmed’s motion to dismiss the case for lack of subject matter jurisdiction.

On February 7, 2022, Benchmark Investments

LLC, which claimed to be a successor to Benchmark Investments, Inc., filed a new complaint in the Supreme Court of the State of New York,

New York County, asserting claims similar to those in the federal action, and adding to its allegations that financings conducted by the

Company in January 2021 and February 2021 also violated the Company’s engagement letter with Kingswood Capital Markets.

has made a motion to dismiss this complaint for Benchmark Investments LLC’s lack of standing, which motion is pending.

In any event,

the Company disagrees with the allegations set forth in the complaint and intends to vigorously contest the complaint.

District Court of the Southern

District of New York alleging the registered direct offerings of shares of common stock of the Company completed in December 2020

were in violation of provisions set forth in an engagement letter between the Company and Kingswood Capital Markets, a

“division” of Benchmark Investments, Inc.

On December 16, 2021, the court granted PAVmed’s motion to dismiss the

case for lack of subject matter jurisdiction.

On February 7, 2022, Benchmark Investments LLC, which claimed to be a successor to

Benchmark Investments, Inc., filed a new complaint in the Supreme Court of the State of New York, New York County, asserting claims

similar to those in the federal action, and adding to its allegations that financings conducted by the Company in January 2021 and

February 2021 also violated the Company’s engagement letter with Kingswood Capital Markets.

The Company disagrees with the

allegations set forth in the complaint and intends to vigorously contest the complaint.

the ordinary course of our business, particularly as it begins commercialization of its products, the Company may be subject to certain

12 unchanged sentences

Schedule of Financial Liabilities Measured at Fair Value on Recurring Basis

Value Measurement on a Recurring Basis at Reporting Date Using (1)

Secured Convertible Note - April 2022

Fair Value Measurement on a Recurring Basis at Reporting Date Using (1)

September 30, 2022

Senior Secured Convertible Note - April 2022

Senior Secured Convertible Note - September 2022

noted above, as presented in the fair value hierarchy table, Level-1 represents quoted prices in active markets for identical items,

1 unchanged sentence

There were no transfers

between the respective Levels during the period ended June 30, 2022.

discussed in Note 11, Debt , the Company issued a Senior Secured Convertible Note dated April 4, 2022, with an initial $ 27.5 million

face value principal (“April 2022 Senior Convertible Note”).

The April 2022 Senior Convertible Note is accounted for under

the ASC 825-10-15-4 fair value option (“FVO”) election, wherein, the financial instrument is initially measured at its issue-date

between the respective Levels during the period ended September 30, 2022.

10 — Financial Instruments Fair Value Measurements - continued

discussed in Note 11, Debt , the Company issued Senior Secured Convertible Notes dated April 4, 2022 and September 8, 2022, with

an initial $27.5 million face value principal (“April 2022 Senior Convertible Note”) and an initial $11.25 million face value

principal (“September 2022 Senior Convertible Note”), respectively.

Both convertible notes are accounted for under the ASC

825-10-15-4 fair value option (“FVO”) election, wherein, the financial instrument is initially measured at its issue-date

estimated fair value and subsequently remeasured at estimated fair value on a recurring basis at each reporting period date.

4 unchanged sentences

dated volatilities) inputs.

estimated fair value of the April 2022 Senior Convertible Note as of each of April 4, 2022 and June 30, 2022, were computed using a Monte

Carlo simulation of the present value of its cash flows using a synthetic credit rating analysis and a required rate-of-return, using

the following assumptions:

of Fair Value Assumption Used

Convertible Note:

estimated fair value of the April 2022 Senior Convertible Note as of each of April 4, 2022 and September 30, 2022, and the estimated

fair value of the September 2022 Senior Convertible Note as of each of September 8, 2022 and September 30, 2022 were computed using a

Monte Carlo simulation of the present value of its cash flows using a synthetic credit rating analysis and a required rate-of-return,

using the following assumptions:

Schedule of Fair Value Assumption Used

April 2022 Senior Convertible Note:

April 4, 2022

Convertible Note:

June 30, 2022

September 2022 Senior Convertible Note:

September 8, 2022

April 2022 Senior Convertible Note:

September 30, 2022

September 2022 Senior Convertible Note:

September 30, 2022

Face value principal payable

8 unchanged sentences

The estimated

fair values are subjective and are affected by changes in inputs to the valuation models /analyses, including the Company’s common

stock price, the Company’s dividend yield, the risk-free rates based on U.S.

Treasury security yields, and certain other Level-3

inputs including, assumptions regarding the estimated volatility in the value of the Company’s common stock price.

Changes in these

assumptions can materially affect the estimated fair values.

The Company entered into a Securities Purchase Agreement (“SPA”) dated March 31, 2022, with an accredited institutional

investor (“Investor”, “Lender”, and /or “Holder”), wherein, the Company agreed to sell, and the Investor

agreed to purchase an aggregate of $ 50.0 million face value principal of debt - comprised of:

an initial issuance of $ 27.5 million face

value principal;

fair values are subjective and are affected by changes in inputs to the valuation models and analyses, including the Company’s

common stock price, the Company’s dividend yield, the risk-free rates based on U.S.

Treasury security yields, and certain other

Level-3 inputs including, assumptions regarding the estimated volatility in the value of the Company’s common stock price.

in these assumptions can materially affect the estimated fair values.

Company entered into a Securities Purchase Agreement (“SPA”) dated March 31, 2022, with an accredited institutional investor

(“Investor”, “Lender”, and /or “Holder”), wherein, the Company agreed to sell, and the Investor agreed

to purchase an aggregate of $ 50.0 million face value principal of debt - comprised of:

an initial issuance of $ 27.5 million face value

and up to an additional $ 22.5 million of face value principal (upon the satisfaction of certain conditions).

is being issued in a registered direct offering under the Company’s effective shelf registration statement.

issued in a registered direct offering under the Company’s effective shelf registration statement.

the SPA dated March 31, 2022, the Company issued a Senior Secured Convertible Note dated April 4, 2022, referred to herein as the “April

4 unchanged sentences

The April 2022 Senior Convertible Note may be converted into shares of common stock of the Company at the Holder’s

election, as discussed below.

the same SPA, the Company issued an additional Senior Secured Convertible Note dated September 8, 2022, referred to herein as the “September

2022 Senior Convertible Note”, with such note having a $ 11.25 million face value principal, a 7.875 % annual stated interest rate,

a contractual conversion price of $ 5.00 per share of the Company’s common stock (subject to standard adjustments in the event of

any stock split, stock dividend, stock combination, recapitalization or other similar transaction), and a contractual maturity date of

September 6, 2024.

The September 2022 Senior Convertible Note may be converted into shares of common stock of the Company at the Holder’s

11 — Debt - continued

April 2022 Senior Convertible Note proceeds were $ 25.0 million after deducting a $ 2.5 million lender fee;

4 unchanged sentences

statement of operations.

September 2022 Senior Convertible Note proceeds were $ 10.2 million after deducting a $ 1.0 million lender fee;

and additionally, the Company

incurred total offering costs of approximately $ 209 , inclusive of the payment of a total of $ 184 placement agent fees.

The lender fee

and offering costs were recognized as of the September 8, 2022 issue date as a current period expense in other income (expense) in the

consolidated statement of operations.

the period from April 4, 2022 to October 3, 2022, the Company is required to pay interest expense only (on the $ 27.5 million face value

principal), at 7.875 % per annum, computed on a 360 day year.

The Company paid in cash interest expense of approximately $ 523 for the

period April 4, 2022 to June 30, 2022;

and approximately $ 181 subsequent to June 30, 2022 as of August 10, 2022.

October 4, 2022, and then on each of the successive first and tenth trading day of each month thereafter through to and including

April 1, 2024 (each referred to as an “Installment Date”);

and on the April 4, 2024 maturity date, the Company will be

required to make a principal repayment of $ 724

together with accrued interest thereon, with such 38 payments referred to herein as the “Installment Amount”, settled in

shares of common stock of the Company, subject to customary equity conditions, including minimum share price and volume thresholds,

or at the election of the Company, in cash, in whole or in part.

The Company paid in cash interest expense of approximately $ 481 and $ 1,005

for the three and nine month periods ended September 30, 2022, respectively;

and approximately $ 153 subsequent to September 30, 2022

as of November 10, 2022 .

the period from September 8, 2022 to March 6, 2023, the Company is required to pay interest expense only (on the $11.25

million face value principal), at 7.875 %

per annum, computed on a 360 day year.

The Company paid in cash interest expense of approximately $ 54

for both the three and nine month periods ended September 30, 2022;

and approximately $ 76

subsequent to September 30, 2022 as of November 10, 2022 .

October 4, 2022, and then on each of the successive first and tenth trading day of each month thereafter through to and including April

1, 2024 (each referred to as an “Installment Date”);

and on the April 4, 2024 maturity date, the Company will be required

to make a principal repayment of $ 724 together with accrued interest thereon, with such 38 payments referred to herein as the “Installment

Amount”, settled in shares of common stock of the Company, subject to customary equity conditions, including minimum share price

and volume thresholds, or at the election of the Company, in cash, in whole or in part.

March 6, 2023, and then on each of the successive first and tenth trading day of each month thereafter through to and including September

1, 2024 (each referred to as an “Installment Date”);

and on the September 6, 2024 maturity date, the Company will be required

to make a principal repayment of $ 296 together with accrued interest thereon, with such 38 payments referred to herein as the “Installment

Amount”, settled in shares of common stock of the Company, subject to customary equity conditions, including minimum share price

and volume thresholds, or at the election of the Company, in cash, in whole or in part.

addition to the Installment Amount repayments, the Holder may elect to accelerate the conversion of future Installment Amount repayments,

11 unchanged sentences

Additionally,

effective March 31, 2023, the Investor may by written notice elect to require the Company to issue additional notes of up to $ 22.5 million

in face value principal, so long as in doing so it would not cause the ratio of (a) the outstanding principal amount of the April 2022 Senior Convertible Note (and any additional notes issued under the SPA dated March 31, 2022), accrued and unpaid interest thereon and accrued and unpaid late charges to (b) our

average market capitalization over the prior ten trading days, to exceed 25%.

If the Company does not issue the additional notes contemplated

by any such written notice, or if the Investor is unable to deliver any such notice prior to March 31, 2024 as a result of the limitation

described in the preceding sentence, then the Company will be obligated to pay up to a maximum of a $1.35 million a break-up fee .

effective March 31, 2023, the Investor may by written notice elect to require the Company to issue additional notes of up to $ 11.25

million in face value principal, so long as in doing so it would not cause the ratio of (a) the outstanding principal amount of the

April 2022 Senior Convertible Note and the September 2022 Senior Convertible Note (and any additional notes issued under the SPA

dated March 31, 2022), accrued and unpaid interest thereon and accrued and unpaid late charges to (b) our average market

capitalization over the prior ten trading days, to exceed 25%.

If the Company does not issue the additional notes contemplated by

any such written notice, or if the Investor is unable to deliver any such notice prior to March 31, 2024 as a result of the

limitation described in the preceding sentence, then the Company will be obligated to pay up to a maximum of a $1.35 million a

break-up fee .

payment of all amounts due and payable under both senior convertible notes are guaranteed by the Company and its subsidiaries,

except for Lucid Diagnostics Inc and its subsidiaries;

and the obligations under both senior convertible notes are secured by all of

the assets of the Company and each guarantor, except in the case of the Lucid Diagnostics Inc.

common stock held by PAVmed Inc.

9.99% of Lucid Diagnostics Inc.’s issued and outstanding common stock is pledged to secure the indebtedness of the convertible

Company is subject to certain customary affirmative and negative covenants regarding the rank of the notes, along with the incurrence

of further indebtedness, the existence of liens, the repayment of indebtedness and the making of investments, the payment of cash in

respect of dividends, distributions or redemptions, the transfer of assets, the maturity of other indebtedness, and transactions with

affiliates, among other customary matters.

11 — Debt - continued

The payment of all amounts due

and payable under the April 2022 Senior Convertible Note is guaranteed by the Company and its wholly-owned and majority-owned subsidiaries,

except for Lucid Diagnostics Inc and its wholly-owned subsidiaries;

and the obligations under the April 2022 Senior Convertible Note are

secured by all of the assets of the Company and each guarantor, except only up to 9.99% of the shares of common stock of Lucid Diagnostics

held by PAVmed Inc.

are pledged to secure the indebtedness under the April 2022 Senior Convertible Note.

is subject to certain customary affirmative and negative covenants regarding the rank of the notes, along with the incurrence of further

indebtedness, the existence of liens, the repayment of indebtedness and the making of investments, the payment of cash in respect of dividends,

distributions or redemptions, the transfer of assets, the maturity of other indebtedness, and transactions with affiliates, among other

customary matters.

The Company is subject to financial covenants requiring:

Company is subject to financial covenants requiring:

(i) a minimum of $8.0 million of available cash at all times;

(ii) the ratio of (a) the outstanding principal amount of the April 2022 Senior Convertible Note, (and any additional notes issued under

the SPA dated March 31, 2022), accrued and unpaid interest thereon and accrued and unpaid late charges to (b) the Company’s average

market capitalization over the prior ten trading days, to not exceed 30% (the “Debt to Market Cap Ratio Test”);

the Company’s market capitalization to at no time be less than $75 million.

(the “Market Cap Test” and, together with

the Debt to Market Cap Ratio Test, the “Financial Tests”).

The Company is currently in compliance with these financial covenants,

although from time to time since the date of issuance of the April 2022 Senior Convertible Note through August 10, 2022 (including, in

the case of the Debt to Market Cap Ratio Test, as of June 30, 2022), the Company was not in compliance with the Financial Tests.

August 9, 2022, the Investor agreed to waive any such non-compliance during such aforementioned time periods, under each of the SPA dated

March 31, 2022 and the April 2022 Senior Convertible Note.

connection with the waiver dated August 9, 2022, the Company and the Investor also amended the April 2022 Senior Convertible Note to

permit the Investor to convert up to $ 5.0

million of the face value principal of the April 2022 Senior Convertible Note at the then current conversion price as if the date of

conversion were an Installment Date, i.e.

a price per share of common stock equal to the lower of (i) the fixed conversion price

then in effect (currently $ 5.00 )

and (ii) 82.5 %

of the average VWAP of the Company’s common stock for each of the two trading days with the lowest VWAP of the Company’s

common stock during the ten consecutive trading day period ending and including the trading day immediately prior to the applicable

conversion date, but in the case of clause (ii), not less than $ 0.18

As contemplated by such amendment, subsequent

to June 30, 2022, on August 10, 2022, approximately $ 2,882

of principal repayments along with approximately $ 6

of interest expense thereon, were settled through the issuance of 3,000,867

shares of common stock of the Company, with such shares having a fair value of approximately $ 5,462

(with such fair value measured as the respective conversion date quoted closing price of the common stock of the

fair value and face value principal of outstanding of the April 2022 Senior Convertible Note as of June 30, 2022 is as follows:

(ii) the ratio of

(a) the outstanding principal amount of the total senior convertible notes outstanding, accrued and unpaid interest thereon and accrued

and unpaid late charges to (b) the Company’s average market capitalization over the prior ten trading days, to not exceed 30% (except

that such maximum percentage is 50% for the period from September 8, 2022 through March 5, 2023) (the “Debt to Market Cap Ratio

and (iii) the Company’s market capitalization to at no time be less than $75 million.

(the “Market Cap Test”

and, together with the Debt to Market Cap Ratio Test, the “Financial Tests”).

The Company is in compliance with the above

Company and the investor entered into a waiver dated August 9, 2022 whereby the April 2022 Senior Convertible Note was amended to permit

the Investor to convert up to $ 5.0 million of the face value principal of the April 2022 Senior Convertible Note at the then current

conversion price as if the date of conversion were an Installment Date, i.e.

a price per share of common stock equal to the lower of

(i) the fixed conversion price then in effect (currently $ 5.00 ) and (ii) 82.5 % of the average VWAP of the Company’s common stock

for each of the two trading days with the lowest VWAP of the Company’s common stock during the ten consecutive trading day period

ending and including the trading day immediately prior to the applicable conversion date, but in the case of clause (ii), not less than

$ 0.18 per share.

As contemplated by such amendment, in August 2022, approximately $ 4,989 of principal repayments along with approximately

$ 11 of interest expense thereon, were settled through the issuance of 5,013,908 shares of common stock of the Company, with such shares

having a fair value of approximately $ 10,112 (with such fair value measured as the respective conversion date quoted closing price of

the common stock of the Company).

The conversions resulted in a debt extinguishment loss of $ 5.1 million in the three months ended September

Subsequent to September 30, 2022, as of November 10, 2022, approximately $ 424 of principal repayments along with approximately $ 4 of interest

expense thereon, were settled through the issuance of 500,857 shares of common stock of the Company, with such shares having a fair value

of approximately $536 (with such fair value measured as the respective conversion date quoted closing price of the common stock

of the Company).

fair value and face value principal outstanding of the Senior Convertible Notes as of September 30, 2022 are as follows:

Summary of Outstanding Debt

5 unchanged sentences

April 4, 2024

Balance as of June 30, 2022

September 2022 Senior Convertible Note

September 6, 2024

Balance as of September 30, 2022

Company did not have convertible debt outstanding at December 31, 2021.

During the six month period ended June 30, 2021, the Company

During the nine month period ended September 30, 2021, the Company

recognized debt extinguishment losses of approximately $ 3,715 , in connection with repaying-in-full all remaining convertible notes outstanding

April 2022 Senior Convertible Note is accounted for under the ASC 825-10-15-4 fair value option (“FVO”) election, wherein,

the financial instrument is initially measured at its issue-date estimated fair value and subsequently remeasured at estimated fair value

on a recurring basis at each reporting period date with the resulting fair value adjustment recognized as other income (expense) in the

(unaudited) condensed consolidated statement of operations.

In this regard, as provided for by ASC 825-10-50-30(b), the estimated fair

value adjustment is presented as a single line item within other income (expense) in the accompanying consolidated statement of operations.

See Note 10, Financial Instruments Fair Value Measurements , for a further discussion of fair value assumptions.

Note 10, Financial Instruments Fair Value Measurements , for a further discussion of fair value assumptions.

12 — Stock-Based Compensation

11 unchanged sentences

2014 Equity Plan, with 2,520,927

shares available for grant as of June 30, 2022.

shares available for grant as of September 30, 2022.

The share reservation is not diminished by a total of 600,854 PAVmed Inc.

stock options

and restricted stock awards granted outside the PAVmed Inc.

2014 Equity Plan as of June 30, 2022.

options and restricted stock awards granted outside the PAVmed Inc.

2014 Equity Plan as of September 30, 2022.

Stock Options

8 unchanged sentences

( 1,542,978 )

Outstanding stock options at June 30, 2022 (3)

Vested and exercisable stock options at June 30, 2022

Outstanding stock options at September 30, 2022 (3)

Vested and exercisable stock options at September 30, 2022

options granted under the PAVmed Inc.

2 unchanged sentences

intrinsic value is computed as the difference between the quoted price of the PAVmed Inc.

common stock on each of June 30, 2022 and

December 31, 2021 and the exercise price of the underlying PAVmed Inc.

common stock on each of September 30, 2022

and December 31, 2021 and the exercise price of the underlying PAVmed Inc.

stock options, to the extent such quoted price is greater

1 unchanged sentence

outstanding stock options presented in the table above, are inclusive of 500,854 stock options granted outside the PAVmed Inc.

as of June 30, 2022 and December 31, 2021.

Equity Plan, as of September 30, 2022 and December 31, 2021.

12 — Stock-Based Compensation - continued

Restricted Stock Awards

6 unchanged sentences

Unvested restricted stock awards as of December 31, 2021

Unvested restricted stock awards as of June 30, 2022 (1)

Unvested restricted stock awards as of September 30, 2022 (1)

unvested restricted stock awards presented in the table above, are inclusive of 100,000 restricted stock awards granted outside the

2014 Equity Plan.

as of June 30, 2022 and December 31, 2021.

12 — Stock-Based Compensation - continued

2014 Equity Plan as of September 30, 2022 and December 31, 2021.

Diagnostics Inc.

17 unchanged sentences

are reserved for issuance under the Lucid Diagnostics Inc.

Plan, with 3,932,802 shares available for grant as of June 30, 2022, with the share reservation not diminished by a total of 473,300

Lucid Diagnostics Inc.

Plan, with 3,754,051 shares available for grant as of September 30, 2022.

The share reservation is not diminished by a total of 423,300

stock options and 50,000 restricted stock awards granted outside the Lucid Diagnostics Inc.

2018 Equity Plan.

2018 Equity Plan, as of September 30, 2022.

Diagnostics Inc.

8 unchanged sentences

Remaining Contractual Term (Years)

Intrinsic Value (2)

Outstanding stock options at December 31, 2021

Outstanding stock options at June 30, 2022 (2)

Vested and exercisable stock options at June 30, 2022

Outstanding stock options at September 30, 2022 (3)

Vested and exercisable stock options at September 30, 2022

options granted under the Lucid Diagnostics Inc.

2018 Equity Plan and those granted outside such plan generally vest ratably over

twelve quarters, with the vesting commencing with the grant date quarter, and have a ten-year contractual term from date-of-grant.

twelve quarters, with the vesting commencing with the grant date quarter-end, and have a ten-year contractual term from date-of-grant.

intrinsic value is computed as the difference between the quoted price of the Lucid Diagnostics Inc.

common stock on each of September

30, 2022 and December 31, 2021 and the exercise price of the underlying Lucid Diagnostics Inc.

stock options, to the extent such

quoted price is greater than the exercise price.

outstanding stock options presented in the table above, are inclusive of 423,300 stock options granted outside the Lucid Diagnostics

2018 Equity Plan.

as of June 30, 2022 and December 31, 2021.

2018 Equity Plan, as of September 30, 2022 and December 31, 2021.

12 — Stock-Based Compensation - continued

Diagnostics Inc.

8 unchanged sentences

Unvested restricted stock awards as of December 31, 2021

Unvested restricted stock awards as of June 30, 2022 (1)

unvested restricted stock awards presented in the table above, are inclusive of 50,000 restricted stock awards granted outside the

Lucid Diagnostics Inc.

2018 Equity Plan.

as of June 30, 2022 and December 31, 2021.

Unvested restricted stock awards as of September 30, 2022 (1)

unvested restricted stock awards presented in the table above, are inclusive of 50,000 restricted

stock awards granted outside the Lucid Diagnostics Inc.

2018 Equity Plan as of September

30, 2022 and December 31, 2021.

January 7, 2022, 320,000 restricted stock awards were granted under the Lucid Diagnostics Inc 2018 Equity Plan, with such restricted

5 unchanged sentences

stock awards are subject to forfeiture if the requisite service period is not completed.

12 — Stock-Based Compensation - continued

Stock-Based Compensation Expense

7 unchanged sentences

Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

Cost of revenue

Sales and marketing expenses

2 unchanged sentences

Total stock-based compensation expense

12 — Stock-Based Compensation - continued

Compensation Expense Recognized by Lucid Diagnostics Inc.

8 unchanged sentences

2018 Equity Plan.

The stock-based compensation expense recognized

by Lucid Diagnostics Inc.

The stock-based compensation expense recognized by Lucid

Diagnostics Inc.

for both the PAVmed Inc.

2014 Equity Plan and the Lucid Diagnostics Inc.

2018 Equity Plan, with respect to

stock options and restricted stock awards as discussed above, for the periods indicated, was as follows:

2018 Equity Plan, with respect to stock options

and restricted stock awards as discussed above, for the periods indicated, was as follows:

Schedule of Stock-Based Compensation Expense Classified in Research and Development Expenses

Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

Lucid Diagnostics Inc 2018 Equity Plan – cost of revenue

Lucid Diagnostics Inc 2018 Equity Plan – sales and marketing expenses

5 unchanged sentences

Total stock-based compensation expense – recognized by Lucid Diagnostics Inc

Total stock-based compensation expense

consolidated unrecognized stock-based compensation expense and weighted average remaining requisite service period with respect to stock

3 unchanged sentences

Schedule of Unrecognized Compensation Expense

Unrecognized Expense

Weighted Average Remaining Service Period (Years)

Weighted Average

Remaining Service

Period (Years)

2014 Equity Plan

8 unchanged sentences

2014 Equity Plan was based on a weighted

average estimated fair value of such stock options of $0.74 per share and $3.32 per share during the periods ended June 30, 2022 and

2021, respectively, calculated using the following weighted average Black-Scholes valuation model assumptions:

average estimated fair value of such stock options of $ 1.08 per share and $ 3.47 per share during the periods ended September 30, 2022

and 2021, respectively, calculated using the following weighted average Black-Scholes valuation model assumptions:

Schedule of Fair Values of Stock Options Granted Using Black-scholes Valuation Model Assumptions

Six Months Ended

Nine Months Ended

September 30,

Expected term of stock options (in years)

4 unchanged sentences

2018 Equity Plan was based on

a weighted average estimated fair value of such stock options of $ 1.48 per share during the year ended June 30, 2022.

There were no stock-based

awards granted under the Lucid Diagnostics Inc.

2018 Equity Plan during the period ended June 30, 2021.

The stock-based compensation

was calculated using the following weighted average Black-Scholes valuation model assumptions:

a weighted average estimated fair value of such stock options of $ 1.61 per share during the period ended September 30, 2022.

The stock-based

compensation was calculated using the following weighted average Black-Scholes valuation model assumptions:

of Fair Values of Stock Options Granted Using Black-scholes Valuation Model Assumptions

Six Months Ended

Nine Months Ended

September 30,

Expected term of stock options (in years)

5 unchanged sentences

on March 31, 2022 and 2021, respectively under the PAVmed Inc Employee Stock Purchase Plan (“PAVmed Inc ESPP”).

ESPP has a total reservation of 1,750,000 shares of common stock of PAVmed Inc.

of which 931,841 shares are available-for-issue

as of June 30, 2022.

191,698 shares and 31,112 shares of common stock of the Company were purchased for proceeds of approximately $ 140 and $ 131 , on September

30, 2022 and 2021, respectively under the PAVmed Inc ESPP.

The September 30, 2022 purchase was settled through the redeployment of treasury

stock, and did not reduce the number of shares available-for-issue under the PAVmed Inc ESPP.

The PAVmed Inc.

ESPP has a total reservation

of 1,750,000 shares of common stock of PAVmed Inc.

of which 931,841 shares are available-for-issue as of September 30, 2022.

Diagnostics, Inc Employee Stock Purchase Plan (“ESPP”)

Lucid Diagnostics Inc Employee Stock Purchase Plan (“Lucid Diagnostics Inc ESPP”), initial six-month stock purchase period

is April 1, 2022 to September 30, 2022.

was April 1, 2022 to September 30, 2022.

A total of 84,030 shares of common stock of Lucid Diagnostics Inc were purchased for proceeds

of approximately $ 109 on September 30, 2022 under the Lucid Diagnostics Inc.

The Lucid Diagnostics Inc.

ESPP share purchase dates are March 31 and September 30.

Diagnostics Inc.

ESPP has a total reservation of 500,000 shares of common stock of Lucid Diagnostics Inc.

for which all shares are available-for-issue

as of June 30, 2022.

ESPP has a total reservation

of 500,000 shares of common stock of Lucid Diagnostics Inc.

of which 415,970 shares are available-for-issue as of September 30, 2022.

13 — Preferred Stock

of September 30, 2022 and December 31, 2021, there were 1,182,101 and 1,113,919 shares of Series B Convertible Preferred Stock (classified

in permanent equity) issued and outstanding, respectively.

B Convertible Preferred Stock Dividends

Series B Convertible Preferred Stock dividends are 8.0 % per annum based on the $ 3.00 per share stated value of the Series B Convertible

Preferred Stock, with such dividends compounded quarterly, accumulate, and are payable in arrears upon being declared by the Company’s

board of directors.

The Series B Convertible Preferred Stock dividends earned are included in the calculation of basic and diluted net

loss attributable to PAVmed Inc.

common stockholders for each of the respective corresponding periods presented in the accompanying unaudited

condensed consolidated statement of operations, inclusive of dividends earned of $ 68 as of the three months ended March 31, 2022 and

$ 70 as of the three months ended June 30, 2022;

and dividends earned of $ 75 as of the three months ended March 31, 2021 and $ 74 as of

the three months ended June 30, 2021.

board of directors, with the dividends earned from April 1, 2018 through October 1, 2021 payable-in-kind (“PIK”) by the issue

of additional shares of Series B Convertible Preferred Stock;

and after October 1, 2021, dividends may be settled, at the election of

the discretion of the board of directors, through any combination of the issue of shares of Series B Convertible Preferred Stock, the

issue shares of common stock of the Company, and /or cash payment.

B Convertible Preferred Stock Dividends Earned

Series B Convertible Preferred Stock dividends earned are included in the calculation of basic and diluted net loss attributable to PAVmed

common stockholders for each of the respective corresponding periods presented in the accompanying unaudited condensed consolidated

statement of operations, inclusive of dividends earned as of each of March 31, 2022, June 30, 2022, and September 30, 2022, of approximately

$ 71 and $ 209 in the three and nine months ended September 30, 2022, respectively.

The prior year unaudited condensed consolidated statement

of operations, inclusive of dividends earned as of each of March 31, 2021, June 30, 2021, and September 30, 2021 of approximately $ 67

and $ 216 in the three and nine months ended September 30, 2021, respectively.

B Convertible Preferred Stock Dividends Declared

Series B Convertible Preferred Stock dividends are recognized as a dividend payable only upon the dividend being declared payable by

the Company’s board of directors.

In this regard, in the six months ended June 30, 2022, the Company’s board-of-directors

In this regard, in the nine months ended September 30, 2022, the Company’s board-of-directors

declared Series B Convertible Preferred Stock dividends of an aggregate of approximately $ 204 , inclusive of approximately $ 67 earned

as of December 31, 2021, and approximately $ 68 earned as of March 31, 2022, with each such dividends settled by the issue of an aggregate

45,031 additional shares of Series B Convertible Preferred Stock, inclusive of 22,291 shares issued with respect to the dividends earned

as of December 31, 2021, and 22,740 shares issued with respect to the dividends earned as of March 31, 2022.

In the six months ended

June 30, 2021, the Company’s board-of-directors declared Series B Convertible Preferred Stock dividends of an aggregate of approximately

$ 148 , inclusive of approximately $ 73 earned as of December 31, 2020, and approximately $ 75 earned as of March 31, 2021, with each such

dividends settled by the issue of an aggregate 49,244 additional shares of Series B Convertible Preferred Stock, inclusive of 24,198

shares issued with respect to the dividends earned as of December 31, 2020, and 25,046 shares issued with respect to the dividends earned

as of December 31, 2021, and approximately $ 68 earned as of March 31, 2022, and approximately $ 69 earned as of June 30, 2022;

such dividends settled by the issue of an aggregate 68,227 additional shares of Series B Convertible Preferred Stock, inclusive of:

shares issued with respect to the dividends earned as of December 31, 2021;

22,740 shares issued with respect to the dividends earned

as of March 31, 2022;

to June 30, 2022, in July 2022, the Company’s board-of-directors declared a Series B Convertible Preferred Stock dividend earned

as of June 30, 2022 and payable as of July 1, 2022, of approximately $ 70 , to be settled by the issue of an additional 23,196 shares of

Series B Convertible Preferred Stock (with such dividend not recognized as a dividend payable as of June 30, 2022, as the Company’s

board of directors had not declared such dividends payable as of such date).

and 23,196 shares issued with respect to the dividends earned as of June 30, 2022.

the nine months ended September 30, 2021, the Company’s board-of-directors declared Series B Convertible Preferred Stock dividends

of an aggregate of approximately $ 221 , inclusive of approximately $ 73 earned as of December 31, 2020;

approximately $ 75 earned as of

March 31, 2021;

and approximately $ 74 earned as of June 30, 2021;

with each such dividends settled by the issue of an aggregate 73,821

additional shares of Series B Convertible Preferred Stock, inclusive of:

24,198 shares issued with respect to the dividends earned as

of December 31, 2020;

25,046 shares issued with respect to the dividends earned as of March 31, 2021;

and 24,577 shares issued with respect

to the dividends earned as of June 30, 2021.

to September 30, 2022, in October 2022, the Company’s board-of-directors declared a Series B Convertible Preferred Stock dividend

earned as of September 30, 2022 and payable as of October 1, 2022, of approximately $ 71 , to be settled by the issue of an additional

23,658 shares of Series B Convertible Preferred Stock (with such dividend not recognized as a dividend payable as of September 30, 2022,

as the Company’s board of directors had not declared such dividends payable as of such date).

In the prior year October 2021, the

Company’s board-of-directors declared a Series B Convertible Preferred Stock dividend earned as of September 30, 2021 and payable

as of October 1, 2021, of approximately $ 67 , settled by the issue of an additional 22,471 shares of Series B Convertible Preferred Stock.

14 — Common Stock and Common Stock Purchase Warrants

June 2022, the Company received shareholder approval to issue up to 250 million shares of its common stock, an increase of 100

million shares.

the six months ended June 30, 2022, 299,999 shares of common stock of the

Company were issued upon exercise of stock options for cash of approximately $ 302 ;

during the six months ended June 30, 2022, a

total of 194,240 shares of common stock of the Company were issued under the PAVmed Inc.

June 2022, the Company received shareholder approval to issue up to 250 million shares of its common stock, an increase of 100 million

the nine months ended September 30, 2022, 299,999 shares of common stock of the Company were issued upon exercise of stock options for

cash of approximately $ 302 ;

and during the nine months ended September 30, 2022 a total of 385,938 shares of common stock of the Company

were issued under the PAVmed Inc.

Employee Stock Purchase Plan (“ESPP”).

See Note 12, Stock-Based Compensation , for a discussion of each of the PAVmed Inc.

2014 Equity Plan and the PAVmed Inc ESPP.

See Note 12, Stock-Based Compensation , for

a discussion of each of the PAVmed Inc.

2014 Equity Plan and the PAVmed Inc.

August 2022, 5,103,908 shares of the Company’s common stock were issued upon conversion, at the election of the holder, of the

April 2022 Senior Convertible Note for $ 4,989 face value principal repayments, along with approximately $ 11 of interest thereon, as discussed

in Note 11, Debt .

Stock Purchase Warrants

of June 30, 2022 and December 31, 2021, Series Z Warrants outstanding totaled 11,937,450 and 11,937,455 , respectively.

A Series Z Warrant

is exercisable to purchase one share of common stock of the Company at an exercise price of $ 1.60 per share, and expire April 30, 2024 .

During the six months ended June 30, 2022, a total of 5 Series Z Warrants were exercised for cash at $ 1.60 per share, resulting in the

issue of the same number of shares of common stock of the Company.

of September 30, 2022 and December 31, 2021, Series Z Warrants outstanding totaled 11,937,450 and 11,937,455 , respectively.

Z Warrant is exercisable to purchase one share of common stock of the Company at an exercise price of $ 1.60 per share, and expire April

During the nine months ended September 30, 2022, a total of 5 Series Z Warrants were exercised for cash at $ 1.60 per share,

resulting in the issue of the same number of shares of common stock of the Company.

of December 31, 2021, Series W Warrants outstanding totaled 377,873 .

5 unchanged sentences

Schedule of Noncontrolling Interest of Stockholders' Equity

June 30, 2022

September 30, 2022

December 31, 2021

6 unchanged sentences

Lucid Diagnostics Inc.

proceeds from Committed Equity Facility, net of deferred financing charges

Lucid Diagnostics Inc.

issuance of common stock for settlement of APA-RDx installment payment

Lucid Diagnostics Inc.

2018 Equity Plan stock option exercise

Lucid Diagnostics Inc.

Employee Stock Purchase Plan Purchase

Stock-based compensation expense - Lucid Diagnostics Inc.

6 unchanged sentences

and Solys Diagnostics Inc., as a component of consolidated total stockholders’ equity as of

June 30, 2022 and December 31, 2021;

September 30, 2022 and December 31, 2021;

and the recognition of a net loss attributable to the NCI in the unaudited condensed consolidated

1 unchanged sentence

and Solys Diagnostics Inc.

for the three and six months ended June 30,

for the three and nine months ended September

30, 2022 and 2021;

and with respect to Veris Health Inc.

for the three and six months ended June 30, 2022 and from the period of May 28,

2021 to June 30, 2021 (as the Veris Health Inc.

for the three and nine months ended September 30, 2022 and from the period of

May 28, 2021 to September 30, 2021 (as the Veris Health Inc.

inception date was May 28, 2021).

Diagnostics Inc.

of June 30, 2022, there were 35,171,796 shares of common stock of Lucid Diagnostics Inc.

issued and outstanding, of which, PAVmed Inc.

of September 30, 2022, there were 37,016,225 shares of common stock of Lucid Diagnostics Inc.

issued and outstanding, of which, PAVmed

holds 27,927,190 shares, representing a majority ownership equity interest and PAVmed Inc.

has a controlling financial interest in Lucid

Diagnostics Inc., and accordingly, Lucid Diagnostics Inc.

has a controlling financial interest

in Lucid Diagnostics Inc., and accordingly, Lucid Diagnostics Inc.

is a consolidated majority-owned subsidiary of PAVmed Inc.

3 unchanged sentences

stock from time to time at the request of Lucid Diagnostics Inc.

While there are distinct differences, the facility is structured similarly to

a traditional at-the-market equity facility, insofar as it allows the Company to raise primary equity capital on a periodic basis at

prices based on the existing market price.

As of June 30, 2022, there were no shares of common stock issued under the committed equity

Subsequent to June 30, 2022, as of August 10, 2022, under the committed equity facility, a total of 308,152 shares of common

stock of Lucid Diagnostics Inc.

While there are distinct differences, the facility is structured similarly

to a traditional at-the-market equity facility, insofar as it allows the Company to raise primary equity capital on a periodic basis

at prices based on the existing market price.

As of September 30, 2022, under the committed equity facility, a total of 680,263 shares

of common stock of Lucid Diagnostics Inc.

were issued for proceeds of approximately $ 1,807 .

of June 30, 2022, there were 8,000,000 shares of common stock of Veris Health Inc.

of September 30, 2022, there were 8,000,000 shares of common stock of Veris Health Inc.

issued and outstanding, of which PAVmed Inc.

an 80.44 % majority-interest ownership and PAVmed Inc.

holds an 80.44 % majority-interest ownership and PAVmed Inc.

has a controlling financial interest, with the remaining 19.56 % minority-interest

3 unchanged sentences

for which a provision of a noncontrolling interest (NCI) is included as a separate component of consolidated stockholders’ equity

in the unaudited condensed consolidated balance sheet as of June 30, 2022 along with the recognition of a net loss attributable to the

NCI in the unaudited condensed consolidated statement of operations for the period of May 28, 2021 to December 31, 2021, upon its formation

and contemporaneous acquisition of Oncodisc Inc.

in the unaudited condensed consolidated balance sheet as of September 30, 2022 along with the recognition of a net loss attributable

to the NCI in the unaudited condensed consolidated statement of operations for the period of May 28, 2021 to December 31, 2021, upon

its formation and contemporaneous acquisition of Oncodisc Inc.

Diagnostics Inc.

of each of June30, 2022 and December 31, 2021, there were 9,189,190 shares of common stock of Solys Diagnostics Inc.

issued and outstanding,

of which PAVmed Inc.

of each of September 30, 2022 and December 31, 2021, there were 9,189,190 shares of common stock of Solys Diagnostics Inc.

outstanding, of which PAVmed Inc.

holds a 90.3235 % majority-interest ownership and PAVmed Inc.

has a controlling financial interest, with the remaining

9.6765 % minority-interest ownership held by unrelated third parties.

has a controlling financial interest,

with the remaining 9.6765 % minority-interest ownership held by unrelated third parties.

16 — Net Loss Per Share

respective “Net loss per share - attributable to PAVmed Inc.

- basic and diluted” and “Net loss per share - attributable

to PAVmed Inc.

common stockholders - basic and diluted” - for the periods indicated - is as follows:

“Net loss per share - attributable to PAVmed Inc.

- basic and diluted” and “Net loss per share - attributable to PAVmed

common stockholders - basic and diluted” - for the respective periods indicated - is as follows:

Schedule of Comparison of Basic and Fully Diluted Net Loss Per Share

Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

Net loss - before noncontrolling interest

5 unchanged sentences

Weighted average common shares outstanding, basic and diluted

Loss per share

Net loss per share

Basic and diluted

4 unchanged sentences

be anti-dilutive, are as follows:

Series B Convertible Preferred Stock dividends earned as of the each of the respective periods noted, are included in the calculation

of basic and diluted net loss attributable to PAVmed Inc.

Series B Convertible Preferred Stock dividends earned as of each of the respective periods noted, are included in the calculation of

basic and diluted net loss attributable to PAVmed Inc.

common stockholders for each respective period presented.

Notwithstanding,

the Series B Convertible Preferred Stock dividends are recognized as a dividend payable only upon the dividend being declared payable

by the Company’s board of directors.

weighted-average number of shares of common stock outstanding for the periods ended June 30, 2022 and 2021 include the shares of the

Company issued and outstanding during such periods, each on a weighted average basis.

The basic weighted average number of shares of

common stock outstanding excludes common stock equivalent incremental shares, while diluted weighted average number of shares

outstanding includes such incremental shares.

However, as the Company was in a loss position for all periods presented, basic and

diluted weighted average shares outstanding are the same, as the inclusion of the incremental shares would be anti-dilutive.

common stock equivalents excluded from the computation of diluted weighted average shares outstanding are as follows:

Notwithstanding, the

Series B Convertible Preferred Stock dividends are recognized as a dividend payable only upon the dividend being declared payable by

the Company’s board of directors.

weighted-average number of shares of common stock outstanding for the periods ended September 30, 2022 and 2021 include the shares of

the Company issued and outstanding during such periods, each on a weighted average basis.

The basic weighted average number of shares

of common stock outstanding excludes common stock equivalent incremental shares, while diluted weighted average number of shares outstanding

includes such incremental shares.

However, as the Company was in a loss position for all periods presented, basic and diluted weighted

average shares outstanding are the same, as the inclusion of the incremental shares would be anti-dilutive.

The common stock equivalents

excluded from the computation of diluted weighted average shares outstanding are as follows:

Schedule of Antidilutive Securities Excluded from Computation of Diluted Earnings Per Share

September 30,

Stock options and restricted stock awards

2 unchanged sentences

Series B Convertible Preferred Stock

total stock options and restricted stock awards are inclusive of 500,854 stock options as of June 30, 2022 and 2021;

and 100,000 restricted

stock awards as of June 30, 2022, granted outside the PAVmed Inc.

total stock options and restricted stock awards are inclusive of 500,854 stock options as of September 30, 2022 and 2021;

restricted stock awards as of September 30, 2022, granted outside the PAVmed Inc.

2014 Equity Plan.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements